*[SECOND SCHEDULE
[See sections 21 (3), 21B(3) and 22]
PART I
Professional misconduct in relation to company secretaries
in practice
A Company Secretary in practice shall be deemed to be guilty
of professional misconduct, if he-
(1) discloses information acquired in the course of his professional
engagement to any person other than his client so engaging
him, without the consent of his client, or otherwise than
as required by any law for the time being in force;
(2) certifies or submits in his name, or in the name of his
firm, a report of an examination of the matters relating to
company secretarial practice and related statements unless
the examination of such statements has been made by him or
by a partner or an employee in his firm or by another Company
Secretary in practice;
(3) permits his name or the name of his firm to be used in
connection with any report or statement contingent upon future
transactions in a manner which may lead to the belief that
he vouches for the accuracy of the forecast;
(4) expresses his opinion on any report or statement given
to any business or enterprise in which he, his firm, or a
partner in his firm has a substantial interest;
(5) fails to disclose a material fact known to him in his
report or statement but the disclosure of which is necessary
in making such report or statement, where he is concerned
with such report or statement in a professional capacity;
(6) fails to report a material mis-statement known to him
and with which he is concerned
in a professional capacity;
(7) does not exercise due diligence, or is grossly negligent
in the conduct of his professional duties;
(8) fails to obtain sufficient information which is necessary
for expression of an opinion or its exceptions are sufficiently
material to negate the expression of an opinion;
(9) fails to invite attention to any material departure from
the generally accepted procedure relating to the secretarial
practice;
(10) fails to keep moneys of his client other than fees or
remuneration or money meant to be expended in a separate banking
account or to use such moneys for purposes for which they
are intended within a reasonable time.
PART II
Professional misconduct in relation to members of the Institute
generally
A member of the Institute, whether in practice or not, shall
be deemed to be guilty of professional misconduct, if he-
(1) contravenes any of the provisions of this Act or the
regulations made thereunder or any guidelines issued by the
Council;
(2) being an employee of any company, firm or person, discloses
confidential information acquired in the course of his employment,
except as and when required by any law for the time being
in force or except as permitted by the employer;
(3) includes in any information, statement, return or form
to be submitted to the Institute, Council or any of its Committees,
Director (Discipline), Board of Discipline, Disciplinary Committee,
Quality Review Board or the Appellate Authority any particulars
knowing them to be false;
(4) defalcates or embezzles moneys received in his professional
capacity.
PART III
Other misconduct in relation to members of the Institute
generally
A member of the Institute, whether in practice or not, shall
be deemed to be guilty of other misconduct, if he is held
guilty by any civil or criminal court for an offence which
is punishable with imprisonment for a term exceeding six months.'.
*[Substituted by Company Secretaries (Amendment) Act, 2006,
section 32, w.e.f 8-8-2006]
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